Completion Guaranty/Holland Component 02/18/15 COMPLETION GUARANTY
Holland Component
Febhupry This Completion Guaranty (Holland Component) (the "Guaranty"), executed this II day of
ash, 2015, by CCC West, LLC (the "Guarantor"), in favor of The City of Carmel Redevelopment
Commission ("CRC"), Witnesses:
Recitals
WHEREAS, CRC, Carmel City Center, LLC, CCC Phase II, LLC, and Guarantor have
executed that certain Project Agreement (Second Component/Park East/Second Component Public
Improvements) dated December 15, 2014 (the "Second Component Project Agreement");
WHEREAS,as contemplated pursuant to the Second Component Project Agreement,CRC
and CCC West, LLC (the "Holland Developer"), have executed that certain Project Agreement (Holland
Component) of even date herewith (the "Holland Project Agreement");
WHEREAS, all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Holland Project Agreement;
WHEREAS, pursuant to the Holland Project Agreement, the Holland Developer is obligated
to construct the Holland Component on the Holland Component Site in accordance with the Holland
Component Final Plans;
WHEREAS, this Agreement is the"Holland Completion Guaranty" required to be executed
pursuant to the Second Component Project Agreement;
WHEREAS, "Obligations" shall mean the obligations of the Holland Developer under the
Holland Project Agreement with respect to the construction of the Holland Component on the Holland
Component Site in accordance with the Holland Component Final Plans and the terms and conditions of the
Holland Project Agreement; and
WHEREAS, Guarantor is executing this Guaranty to satisfy the requirements of the Second
Component Project Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby, Guarantor covenant and agree as follows:
1. Guarantee. Guarantor absolutely and unconditionally guarantees the full and prompt performance
of the Obligations. This Guaranty shall continue in full force and effect until all of the Obligations are
performed in full; provided that if, pursuant to Section 8 of the Holland Project Agreement, CRC elects to
require the reconveyance of the Holland Component Site, then, at the time that the Holland Component Site
is reconveyed to CRC, this Guaranty automatically shall terminate and be of no further force or effect.
2. Waivers. Guarantor expressly waives: (a) demand, notice of demand and dishonor, protest, and
notice of protest and nonperformance of the Obligations; and (b) diligence in: (i) enforcing the Obligations;
(ii) the exercise of rights or remedies under the Holland Project Agreement; or (iii) bringing suit against the
Holland Developer or any other party. CRC shall be under no obligation: (a) to notify Guarantor of: (i) its
acceptance of this Guaranty; or(ii) the failure of the Holland Developer to timely perform the Obligations; or
(b) to use diligence in: (i) preserving the liability the Holland Developer or any other party; or(ii) bringing suit
to enforce performance of the Obligations. To the full extent allowed by applicable law, Guarantor waives all
defenses: (a) given to sureties or Guarantor at law or in equity, other than the actual performance of the
Obligations; and (b) based upon questions as to the validity, legality, or enforceability of the Obligations.
Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against the
Holland Developer or any other party that arises from, or by virtue of, the existence or performance of this
Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, or to payment); and (b)any right to participate or share in any right, remedy, or claim of CRC.
3. Rights. CRC,without:(a)authorization from,or notice to, Guarantor; and/or(b)impairing or affecting
the liability of Guarantor hereunder; from time to time, at its discretion and with or without consideration, may:
(a) alter, compromise, accelerate, or extend the time or manner for the performance of the Obligations;
(b) release, discharge, or increase the obligations of the Holland Developer; (c) add, release, discharge, or
increase the obligations of any other endorsers, sureties, Guarantor, or other obligors; (d) make changes of
any sort whatever in the terms or conditions of: (i) performance of the Obligations; or(ii)doing business with
the Holland Developer or any other party; and (e) settle or compromise with the Holland Developer or any
other party on such terms and conditions as CRC may determine to be in its best interests. No exercise, or
failure to exercise, by CRC of any right or remedy in any way shall: (a) affect: (i) any of the obligations of
Guarantor hereunder; or (ii) any collateral or security furnished by Guarantor; or (b) give Guarantor any
recourse against CRC.
4. Continuing Liability. Notwithstanding the incapacity, death, disability, dissolution, or termination of
the Holland Developer or any other person or entity, the liability of Guarantor hereunder shall continue. The
failure by CRC to file or enforce a claim against the Holland Developer or any other party shall not affect the
liability of Guarantor hereunder. Guarantor shall not be released from liability hereunder if recovery from the
Holland Developer or any other party: (a) becomes barred by any statute of limitations; or (b) otherwise is
restricted, prevented, or unavailable.
5. Action by CRC. CRC shall not be required to pursue any other rights or remedies before invoking
the benefits of this Guaranty. Specifically, CRC shall not be required to exhaust its rights and remedies
against the Holland Developer or any other surety, guarantor, or other obligor. CRC may maintain an action
on this Guaranty, regardless of whether: (a) the Holland Developer is joined in such action; or(b) a separate
action is brought against the Holland Developer.
6. Default. Guarantor absolutely and unconditionally covenants and agrees that, if the Holland
Developer defaults for any reason in the performance of all or any part of the Obligations, then, upon demand,
Guarantor shall: (a)complete, or cause the completion of, the construction of the Holland Component on the
Holland Component Site in accordance with the Holland Component Final Plans and the terms and conditions
of the Holland Project Agreement; and (b) reimburse CRC for all costs and expenses (including, without
limitation, reasonable attorneys' fees and court costs) incurred by CRC in: (i) exercising its rights and
remedies under the Holland Project Agreement in connection with the failure of the Holland Developer to
perform the Obligations; and/or(ii) the enforcement of this Guaranty against the Guarantor; which costs and
expenses shall bear interest at the rate of 12% per annum from the date incurred until the date paid; in all
cases without: (a) further notice of default or dishonor; and (b) any notice with respect to any matter or
occurrence having been given to Guarantor previous to such demand.
7. Representations. Guarantor represents and warrants to CRC that: (a) this Guaranty is the legal,
valid, and binding obligation of Guarantor in accordance with its terms and conditions; (b) there is no action
or proceeding at law or in equity, or by or before any court or governmental instrumentality or agency, now
pending against or, to the knowledge of Guarantor; threatened against, Guarantor that may materially and
adversely affect the financial condition Guarantor; (c) all balance sheets, earnings statements, and other
financial data that have been or hereafter may be furnished to CRC in connection with this Guaranty do and
shall represent fairly the financial condition of Guarantor as of the dates on which, and for the periods for
which, such balance sheets, earning statements, and other data are furnished; (d) all other information,
reports, and other papers and data furnished to CRC shall be: (i) accurate and correct in all respects at the
time given; and (ii) complete, such that CRC is given a true and accurate reporting of the subject matter; and
(e) Guarantor is solvent.
8. Statements. Guarantor shall provide to CRC, within ten days after receipt of a written request from
CRC,financial statements that include such information and certifications with respect to the assets, liabilities,
obligations, and income of Guarantor as CRC reasonably may request from time to time.
9. Miscellaneous. The rights of CRC are cumulative and shall not be exhausted: (a) by its exercise of
any of its rights and remedies against Guarantor under this Guaranty or otherwise; or(b) by any number of
successive actions; until and unless each and all of the obligations of Guarantor under this Guaranty have
been paid, performed, satisfied, and discharged in full. This Guaranty: (a) shall be deemed to have been
made under, and shall be governed by, the laws of the State of Indiana in all respects; and (b) shall not be
modified or amended, except by a writing signed by CRC and Guarantor. This Guaranty shall: (a) bind
Guarantor and its successors, assigns, and legal representatives; and (b) inure to the benefit of all
transferees, credit participants, endorsees, successors, and assigns of CRC. If the status of the Holland
Developer changes, then this Guaranty shall: (a) continue; and (b) cover the Obligations of the Holland
Developer in its new status; according to the terms and conditions hereof. CRC is relying, and is entitled to
rely, upon each and every one of the terms and conditions of this Guaranty. Accordingly, if any term or
condition of this Guaranty is held to be invalid or ineffective, then all other terms and conditions shall continue
in full force and effect.
Fe6hua►' " IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the 18 day of
- t i 2015.
CCC W T, LLC
By: C
Printed: e(m CG ('or-r A%✓�
Title: Pre.0; et era-- . C �" c�